[8-K] NEWS CORP Reports Material Event

Rhea-AI Filing Summary

News Corporation filed a Current Report on Form 8-K reporting information provided to the ASX on September 30, 2025. The filing attaches two exhibits (Exhibit 99.1 and Exhibit 99.2) that include forward-looking statements about the company’s intent to repurchase its Class A and Class B common stock from time to time. The filing notes these statements are based on management’s current expectations and are subject to uncertainty, including changes in market price, market conditions and applicable securities laws, and it disclaims any obligation to update those forward-looking statements except as required by law. The 8-K lists the company’s principal office in New York and provides a contact telephone number.

Insights

Financial Analyst

TL;DR: Disclosure of potential buybacks without specifics is neutral; signals flexibility but lacks material details.

The company disclosed that materials provided to the ASX include forward-looking statements about an intent to repurchase Class A and Class B common stock. From a financial perspective, a stated intent to repurchase shares can indicate management views the stock as undervalued or that capital allocation options exist. However, the filing provides no authorization amounts, timing, funding source or program mechanics, so there is insufficient detail to assess potential impact on earnings per share, leverage or cash flow. This disclosure is routine in timing and content and should be treated as informational until a formal repurchase program or specific repurchase activity is announced.

Corporate Governance Expert

TL;DR: Governance disclosure is compliant but non-actionable; forward-looking language and disclaimers are standard.

The filing attaches ASX disclosures containing forward-looking statements about buyback intent and includes customary risk qualifiers and a no-update disclaimer. From a governance standpoint, the company has properly disclosed the nature of the statements and associated risks. The absence of board authorization details or a defined repurchase program means there is no current change to shareholder rights or capital structure to evaluate. Stakeholders should await concrete board action or a formal repurchase plan to determine governance implications.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

NEWS CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware

001-35769

46-2950970

(State or other jurisdiction of incorporation)

(Commission  File Number)

(IRS Employer Identification No.)

1211 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices, including zip code)

(212) 416-3400

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

NWSA

The Nasdaq Global Select Market

Class B Common Stock, par value $0.01 per share

NWS

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01    Other Events. 

As previously reported, under each of News Corporation's (the "Company's") stock repurchase programs (the "Repurchase Programs"), the Company is authorized to acquire from time to time up to $1 billion in the aggregate of the Company's outstanding shares of Class A common stock and Class B common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Programs, if any. The Company also discloses information concerning the Repurchase Programs in the Company's quarterly and annual reports.

Attached as Exhibit 99.1 and Exhibit 99.2 are copies of the information provided to the ASX on the respective dates noted therein. Such information contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company's intent to repurchase, from time to time, the Company's Class A common stock and Class B common stock. These statements are based on management's current expectations and beliefs and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by such statements due to, among other factors, changes in the market price of the Company's stock, general market conditions, applicable securities laws and alternative investment opportunities, as well as the risks, uncertainties and other factors described in the Company's filings with the Securities and Exchange Commission. The "forward-looking statements" included in such information are made only as of the date of this report. We do not have and do not undertake any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, and we expressly disclaim any such obligation, except as required by law or regulation.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
99.2						Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.2.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NEWS CORPORATION (REGISTRANT)
			By:						/s/ Michael L. Bunder
									Michael L. Bunder
									Senior Vice President, Deputy General Counsel and Corporate Secretary

Dated: October 1, 2025

FAQ

What did News Corp (NWS) disclose in the Form 8-K?

The 8-K attaches Exhibit 99.1 and Exhibit 99.2 which contain forward-looking statements including the company's intent to repurchase Class A and Class B common stock.

Does the filing specify amounts or timing for the share repurchases?

No. The filing states an intent to repurchase shares from time to time but does not provide amounts, timing, or program details.

What risks or qualifiers did News Corp include about the forward-looking statements?

The filing notes those statements are subject to uncertainty from market price changes, general market conditions, applicable securities laws and other risks described in the company's SEC filings, and it disclaims any duty to update them.

Which exhibits are attached to the 8-K?

Exhibit 99.1 and Exhibit 99.2 are attached and contain the information provided to the ASX.

Where is News Corp's principal office listed in the filing?

The filing lists the principal executive office at 1211 Avenue of the Americas, New York, New York 10036 and a contact phone number of (212) 416-3400.